Purchase and Sale of Redeemed Shares Sample Clauses

Purchase and Sale of Redeemed Shares. On the terms and subject to the conditions of this Agreement and the Stock Redemption Agreement (defined below), at the closing of the Transactions (“Closing” and the date on which Closing occurs in accordance with this Agreement, the “Closing Date”), but immediately after the consummation of the transactions contemplated by Section 1.2, and the distribution by Seller of the Net Closing Proceeds and the APA Rights to Shareholders, each Redeemed Shareholder shall sell, assign, transfer, and deliver to Seller, and Seller shall purchase and redeem from such Redeemed Shareholder, all of the Redeemed Shares owned by such Redeemed Shareholder as set forth on Schedule 1.1. Additional terms and conditions relating to the purchase, sale and transfer of the Redeemed Shares are set forth in a stock redemption agreement by and among Seller and the Redeemed Shareholders executed and delivered contemporaneously with this Agreement and attached hereto as Exhibit A (the “Stock Redemption Agreement”). Notwithstanding the contemporaneous execution and delivery of this Agreement, the obligation of the Seller Representative (on behalf of the Redeemed Shareholders) to close the transactions contemplated by the Stock Redemption Agreement shall be conditioned on the consummation of the transactions contemplated by Section 1.2 of this Agreement and distribution of the Net Closing Proceeds (defined in Section 1.3(a)) and the APA Rights.
Sample 1
AutoNDA by SimpleDocs
Purchase and Sale of Redeemed Shares. Subject to the terms and conditions of this Agreement, on such other date as agreed upon by CENTIV and Xxxxxx (the "Closing Date"), Xxxxxx shall sell to the CENTIV and the CENTIV shall purchase and redeem from Xxxxxx the Shares.
Sample 1
Purchase and Sale of Redeemed Shares 
Sample 1

Related to Purchase and Sale of Redeemed Shares

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

Time is Money Join Law Insider Premium to draft better contracts faster.